Sector wide ad-trading platform: spin-off and commercial realignment
MEDIA & TECHNOLOGY · CORPORATE VENTURE · TRANSACTION ARCHITECTURE
The situation
A domestic media sector was losing advertising revenue as audiences moved from linear channels to digital video. To protect margins, competing networks needed a shared automated ad-trading and order-management platform, so global agencies could buy inventory across networks from one portal. The obstacle was trust: rivals would not share inventory data, audience forecasts, or yield metrics under one roof, and a $27.2 million capital gap across a five-year forecast put the platform's viability in question.
The work: phase one
Retained as lead transaction and business-architecture adviser, we designed the venture:
Structured a standalone entity to hold the technical assets, with a cost-recovery arrangement to maintain the anchor network's legacy systems while freeing the intellectual property for cross-market licensing.
Built a data-governance model using secure cloud environments and strict access controls to isolate competing networks' inventory.
Confirmed the legacy order engine could anchor the wider platform, and recommended a modular architecture with open interfaces so networks could connect their inventory without disruption.
Built five-year financial models, including hosting and licensing contingencies, and mapped how to bridge the $27.2 million gap through cost-sharing among co-investing broadcasters and future agency fees.
Ran a commercial roadshow across major global agency groups to align the platform with how agencies buy.
The work: phase two
Retained again to reset the delivery model as the program matured:
Replaced the fragmented multi-instance plan with a single-instance, cloud-hosted platform, shifting heavy upfront capital toward scalable operating cost.
Directed a full redesign of the web interface and managed the transfer of core intellectual property from the parent network to the new entity under royalty terms.
Rebased the development budget from an unrealistic $6.0 million to a fully costed $14.7 million, bridging an $8.7 million funding gap.
Ran a twelve-week, three-stage gate process: align agency operating models and economics; secure sub-licensing terms with vendors; lock multilateral funding and equity.
The outcome
A board-approved $14.7 million capital plan with multi-party alignment.
A recurring operating model of about $5.9 million a year, shifting maintenance cost off the parent broadcaster onto a technology fee charged to enterprise customers.
The transaction blueprints, data-isolation models, and vendor terms needed to stand the new entity up.